SEC Comment Letter 0000000000-23-005532 to Hywin Holdings Ltd. (STEC) (CIK 0001785680) (BVC)
Hywin Holdings Ltd. (STEC) (CIK 0001785680)
Date: May 24, 2023 · CIK: 0001785680 · Accession: 0000000000-23-005532
AI Filing Summary & Sentiment
File numbers found in text: 001-40238
Letter
United States securities and exchange commission logo May 24, 2023 Wang Dian Chief Executive Officer Hywin Holdings Ltd. F3, Hywin Financial Centre 8 Yincheng Mid. Road Pudong New District , Shanghai 200120 People’s Republic of China Re:Hywin Holdings Ltd. Form 20-F for Fiscal Year Ended June 30, 2022 Filed October 12, 2022 File No. 001-40238 Dear Wang Dian: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 20-F filed October 12, 2022 Introduction, page 1 1.We note your response to our prior comment 1 and reissue in part. We note your response that in light of the revised definition of "China" and the "PRC," the Company will also revise "China" and the "PRC" to "mainland China" in future Form 20-F filings as necessary. In future filings, please revise your definition of "China" or the "PRC" to include Hong Kong and Macau. The definition may clarify that the only time that "China" or the "PRC" does not include Hong Kong or Macau is when you are referencing specific laws and regulations adopted by the PRC. If it does, please revise your disclosure to discuss any commensurate laws or regulations in Hong Kong, if applicable, and any risks and consequences to the company associated with those regulations. Please also disclose in the definition section that the same legal and operational risks associated with
FirstName LastNameWang Dian Comapany NameHywin Holdings Ltd. May 24, 2023 Page 2 FirstName LastName Wang Dian Hywin Holdings Ltd. May 24, 2023 Page 2 operations in China also apply to operations in Hong Kong. Please confirm your understanding and include your proposed language in your response letter. Risk Factors, page 7 2.We note your response to our prior comment 2 and reissue in part. Given the Chinese government's significant oversight and discretion over the conduct of your business, in future filings, please revise to highlight separately the risk that the Chinese government may intervene or influence your operations at any time, which could result in a material change in your operations and/or the value of your securities. Please include your proposed disclosure in your response letter. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Madeleine Joy Mateo at 202-551-3465 or Susan Block at 202-551- 3210 if you have any questions. Sincerely, Division of Corporation Finance Office of Finance cc: LOK Wai
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United States securities and exchange commission logo
May 24, 2023
Wang Dian
Chief Executive Officer
Hywin Holdings Ltd.
F3, Hywin Financial Centre
8 Yincheng Mid. Road
Pudong New District , Shanghai 200120
People’s Republic of China
Re:Hywin Holdings Ltd.
Form 20-F for Fiscal Year Ended June 30, 2022
Filed October 12, 2022
File No. 001-40238
Dear Wang Dian:
We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 20-F filed October 12, 2022
Introduction, page 1
1.We note your response to our prior comment 1 and reissue in part. We note your response
that in light of the revised definition of "China" and the "PRC," the Company will also
revise "China" and the "PRC" to "mainland China" in future Form 20-F filings as
necessary. In future filings, please revise your definition of "China" or the "PRC" to
include Hong Kong and Macau. The definition may clarify that the only time that
"China" or the "PRC" does not include Hong Kong or Macau is when you are referencing
specific laws and regulations adopted by the PRC. If it does, please revise your disclosure
to discuss any commensurate laws or regulations in Hong Kong, if applicable, and any
risks and consequences to the company associated with those regulations. Please also
disclose in the definition section that the same legal and operational risks associated with
FirstName LastNameWang Dian
Comapany NameHywin Holdings Ltd.
May 24, 2023 Page 2
FirstName LastName
Wang Dian
Hywin Holdings Ltd.
May 24, 2023
Page 2
operations in China also apply to operations in Hong Kong. Please confirm your
understanding and include your proposed language in your response letter.
Risk Factors, page 7
2.We note your response to our prior comment 2 and reissue in part. Given the Chinese
government's significant oversight and discretion over the conduct of your business, in
future filings, please revise to highlight separately the risk that the Chinese government
may intervene or influence your operations at any time, which could result in a material
change in your operations and/or the value of your securities. Please include your
proposed disclosure in your response letter.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
You may contact Madeleine Joy Mateo at 202-551-3465 or Susan Block at 202-551-
3210 if you have any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc: LOK Wai